


The Little Things

by XVDragon



Series: A Different Way of Finding Out [1]
Category: Avengers Assemble (Cartoon), Ms. Marvel (Comics), Spider-Man (Cartoon 2017), Spider-Man - All Media Types, The Avengers (Marvel) - All Media Types
Genre: F/M, Friends to Lovers, Friendship/Love, Hurt/Comfort, PS4 Gadgets, Protective Avengers, Romantic Friendship, Secrets, Ultimate Iron Spider Armor
Language: English
Status: In-Progress
Published: 2021-02-05
Updated: 2021-03-06
Packaged: 2021-03-17 15:54:44
Rating: General Audiences
Warnings: No Archive Warnings Apply
Chapters: 3
Words: 15,596
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/29228052
Author URL: https://archiveofourown.org/users/XVDragon/pseuds/XVDragon
Summary: The littlest things can change how something will go. In this case, Kamala having issues with her weakness to electricity had her ask Peter for help, and also Miles actually mentioning something after finding Peter's mind is trapped in Otto Octavius' former robotic arms will change how the whole Superior Spider-Man showdown will go and how the pair of super teens see each other.First in a series of stories that would let the Avengers find out the truth about Peter getting his body stolen by Otto. Kept trying to choose how this story would go and then realized could just make several different stories from some of the ideas.
Relationships: Kamala Khan & Peter Parker, Kamala Khan/Peter Parker
Series: A Different Way of Finding Out [1]
Series URL: https://archiveofourown.org/series/2146101
Comments: 23
Kudos: 17





	1. The Butterfly Effect

Chapter 1 - The Butterfly Effect

Ms. Marvel was a bit grumpy today as she headed down the halls of Avengers Tower, a new tactical meeting called by Cap due to increased supervillain activity in New York. True, a lot of it was tied to that jerk she once called a friend, Spider-Man. Still, Steve wanted to work some ways for the Avengers to keep New York safe alongside their normal worldwide and space-based operations.

‘Yes, because worrying about close-to-home problems was not a thing until recently!’ Ms. Marvel thought bitterly, knowing she had been neglecting Jersey a lot lately so she could be an Avenger. The team now caring the area around their HQ got under the Inhuman’s skin.

It did not help what little work she had been doing in Jersey was going roughly, thanks to some bad luck with electricity lately. Nothing too terrible on the superpower front, but lots of henchmen used shock-based weapons, or even when she did get a chance to fight regular crooks, a lot of them had been carrying a taser!

If not for the fact most crooks seemed too scared actually to use it on her, Ms. Marvel wondered if word on her weakness to electric shocks had gotten out to the general public. So far, it seems more like just horrible luck on her part.

It was an issue due to her main power of Embiggening was affected by electric shocks. Enough of them would completely negate her powers besides her healing factor. It was not something she liked admitting, given how using electricity-based attacks were insanely common, so she turned to the two people she thought could help. Natasha because she relied on her agility to avoid damage and...her ex-friend for the same reason and must have faced the same issue because he fought so much street crime.

Ms. Marvel had suspected the Black Widow knew more about her request than the spy let on, but Spider-Man was still his nice and sweet self back then and said he might have some ideas. It would just probably take him a while to come up with something due to school troubles. Ms. Marvel never said why she did not like getting shocked. Just that she wanted possible solutions, the proud young Avenger did not like outright saying her weakness or she would have just gone straight to Tony for some insulation to her costume.

“You lowered your guard again, Kam,” Ms. Marvel heard the voice of Natasha whisper into her ear before giving the teen a low-powered widow’s bite. The Black Widow’s idea of helping was not limited to just the training room, since ever since Ms. Marvel asked for help, the veteran spy/hero liked making these sneak attacks.

“Nat!” Ms. Marvel managed to yelp just before the electricity coursed through her, and the polymorph went numb, falling to the ground paralyzed while the spy crouched next to her.

“I keep telling you not to lower your guard. You’ll never get better if you don’t start paying attention to your surroundings,” Black Widow lectured the teenager, just as the phone in her bracelet goes off.

Seeing this as a chance to motivate Kamala to start listening to that bit of advice, Black Widow moved to take the device out. Simultaneously, Kamala glared at Black Widow for this invasion of privacy, small jolts of electricity still doing their thing to her petite body, thus keeping her from stopping the older woman.

“We are in Avengers Tower. I shouldn’t need to act like I’m in enemy territory! And do I go touching your stuff?!” Ms. Marvel stated, trying to get her body to move, but Black Widow had modified her window’s bite stingers for this, to leave Ms. Marvel unable to move without dealing any real damage for a couple of minutes.

Black Widow looked like she was about to say something, but something on the screen made the older heroine stop and her eyes go wide for a second before pushing a button and bringing the phone to her ear.

-

A few minutes earlier:

Miles was web swing behind Peter; the other boy was using the antigravity device in the security bot’s body to fly. Both knew they needed to find Otto Octavius fast before Peter’s mind degrades inside the robotic arms that currently housed his mind.

Though just in case they failed, Miles thought maybe he should let Ms. Marvel know she was right about something not being right about what was going on with ‘Spider-Man,’ so he was sending her a quick text.

_‘Figured out what was going on with Spider-Man. Hoping we can fix it and bring the real one back soon.’_ The message said, but Miles was not expecting his phone to go off shortly afterward.

“Hey Ms. M, what up? Can’t give deets yet because we are hunting for the superior whack job,” Miles asked while Peter kept going, the original Spider-Man so focused on getting his body back he did not notice Miles had stopped for the call.

“Who is ‘we’? And you better give us the ‘deets’ after all the trouble we went through during that favor we did for you!” the voice of someone Miles did not recognize demanded.

“Um...who is this?” Miles asked, having never heard the Black Widow's voice before, so he was having a bit of a deer in the headlights moment.

“It’s Black Widow, now tell me what is this about bringing the ‘real one’ back? Tony’s scans were clear, the real one right in front of us,” the voice of Black Widow stated, but Miles noticed Peter was getting too far ahead.

“I’m sorry Black Widow, but Pete is getting too far ahead, and he can’t fight the Spider-Man you guys dealt with alone! I’ll call back after we’re done at Midtown High!” Miles told the older hero, ordering Miles not to hang up, but he did so anyway.

‘Guess I blew any chance of getting into the intern program with that,’ Miles thought as he moved to catch up with Peter. The last thing he wanted his friend to do was to face Doc Ock alone.

-

“Morales? Morales! Teenagers these days!” Widow exclaimed in annoyance, just before a hand snatched the phone away and the super spy looked to see the elongated arm of Ms. Marvel retracting and hugging the phone possessively.

“Well, this teenager would appreciate you not taking her stuff!” Ms. Marvel stated as she put the device back in her bracelet.

Black Widow looked like she was about to say something but then seemed to look at Ms. Marvel differently and smirked in a way that made Ms. Marvel shudder.

“Ms. Marvel, since you are the reason we even did Morales that favor and checked on Spider-Man, I think you should be the one to go to Midtown High and find out what is going on,” Black Widow instructed, making Ms. Marvel’s eyes go wide at the implication.

“Excuse me? I asked for help to check on Spider-Man, and both you and Iron Man thought it was worth looking into! If you think I want anything to do with that jerk after what he did to us with AIM and Modock, then maybe we should see if you hit your head too hard after his stunt with the quinjet!” Ms. Marvel exclaimed, having read the text Miles had sent when she reclaimed her phone from her teammate.

Black Widow raised her eyebrow at this and asked, “Do you give up on all your friends so quickly? That does not seem like the girl who I met several months back once Carol nominated you for Avengers status over the intern program.”

Ms. Marvel was taken aback by this, thinking the woman was implying something. Like she wasn’t fit to be an Avenger, just because she did not want to be near the rookie hero who had caused so much trouble and treated them like dirt!

“Friends, don’t attack friends who are trying to help them! Friends don’t use their friends as distractions to get what they want! Friends don’t call their friends their minions!” Ms. Marvel shot back, which caused Widow to sigh as if at least conceding those points.

“Okay, I’ll give you that, but the meeting we are having soon is most likely going to end in more contact. Spider-Man is one of the main heroes looking after New York. Suppose he is going to cross paths with whatever initiative we create. In that case, we need to know what Morales knows and use that information to decide on how to deal with this ‘Superior’ Spider-Man,” Black Widow pointed out, though, from the phrasing of the text and way Miles spoke, the super spy was wondering if her original suspicions were correct. Somehow they had been dealing with someone else.

Ms. Marvel just raised an eyebrow at this before stating, “Let me suggest a faster solution. Spider-Man shows up; he gets told to leave. If he refuses, we make him go away or arrest him. Situation solved.”

Black Widow just sighed as she looked at the young heroine with mild annoyance at such a plan and said, “On what grounds would we have to make him leave or arrest him? We don’t know what the strategy will be yet, but it will be leaning toward more ‘traditional’ superhero work from what I can tell. We can’t just say, ‘Avenger business move along’ not when we are now the newcomers.”

“Newcomers?! I have been doing this as long as Spider-Man, if not longer, and I’m the rookie Avenger!” Ms. Marvel exclaimed, thinking how Natasha could say that when the Avengers were among Earth’s best heroes but made it seem like they were the new kids on the block.

“If we were talking about Jersey, you might have a point, Kamala, but this is New York we are talking about. Where were we when the Spider-Island event happened? The Jackal had free reign for a few days, and the Avengers were off on the other side of the planet! It was both Spider-Men, Hobgoblin, and the one who would become Spider-Girl that put an end to the chaos!” Black Widow fired back, though still kept her cool for the most part. She understood where the teenager was coming from, but it was apparent Kamala was letting her emotions drive her choices and not the facts.

Ms. Marvel was about to say her counterpoint when the voice of Captain cut in, saying, “You got your orders, soldier. Confirm what might be happening with Spider-Man and report back; we got to know what we have to factor in to make a proper plan. If anything, I’d say it either boils down to expanding the intern Avengers' role or organizing the local heroes to handle threats better in our place.”

Ms. Marvel looked over to stare at the veteran superhero in shock, wondering how long he had been there. It was not hard to guess he knew what Black Widow’s order was, but what else? Did he see her get taken down by the Widow’s Bite? If so, Ms. Marvel was worried Captain America might wonder why she had so much trouble recovering from it or why it was happening.

“Two to one, Kam, get out there fast. From what it sounded like, the other Spider-Man is fast approaching a fight and it might make us miss our chance to know what is going on,” Black Widow instructed, walking away to join the Captain and making it clear Ms. Marvel was on a ‘mission.’

Ms. Marvel resisted the urge to growl as she got up and marched off to find Miles and the backstabber, while Captain America looked worried as fuming teen headed off.

“Don’t you think maybe you are overdoing it with the ‘training’ Natasha? I think it's time we straight ask her over whatever you call these little stunts. They seem to be adding to whatever stress she is dealing with,” Captain America asked, having known the Black Widow was helping Kamala with a sudden problem with electricity.

Black Widow lets out a sigh and looks to the Captain with a sad smile before saying, “I won’t say what it is because she is still too scared to admit it, but it's not a small concern she is dealing with. All I can say is she needs the motivation, or she won’t outright ask the help she needs over this dance around the issue.”

The Captain blink in confusion, wondering what had their young teammate was so scared she did not want to tell them?

-

A short while later, Ms. Marvel was leaping and slingshotting across New York's rooftops to reach Midtown High. The sooner she found out what Miles knew; she could then head back to the tower and find out the new ‘plan’ for dealing with the massive increase in supervillain activity.

‘I have million better things to do than hunt for that jerk. Why am I doing this? Even if Cap and Widow ordered it, this is ridiculous!’ Ms. Marvel ranted in her mind until she heard the sounds of a fight near the high school that was her destination.

“Oh goody, probably just found them!” the frustrated polymorph grumbled, heading for the sounds and found Spider-Man stomping on some robot while Miles laid on the ground nearby.

Ms. Marvel wondered what was going on and was going to jump down when she heard the robot call out, “You know deep down you can never truly be me! You can never be Spider-Man!”

Hearing these words made Ms. Marvel freeze in her tracks while Spider-Man demanded the robot to stop talking. The robot continues saying that Spider-Man was not Peter Parker but was actually Otto Octavius and could be a good man. Still, once again, Spider-Man refused to back down and declare he would be a superior one and would take care of Peter’s life.

But just the newly revealed Otto Octavius moved to deal the finishing blow; Miles had forced himself back to his feet and grabbed Octavius by the wrists to channel his Venom Blast into the body snatcher. The red electricity made Ms. Marvel flinch out of reflex but was silently cheering for the second Spider-Man for hopefully bringing the disguised villain down.

‘Better activate my distress signal to get the Avengers here and get Peter back into his body. I hope Tony has a mind swapper or something like that to fix this!’ Ms. Marvel thought as she opened a panel in her bracelet and pushed a button it hid.

But just Ms. Marvel did this though; she heard the ‘Superior’ Spider-Man's arrogant laughter and saw the man was standing there as if nothing happened, leaving both herself and Miles looking on in stunned horror.

“I must thank you, Parker! If not for that favor you were doing for that annoyance Ms. Marvel, I might have been defeated just now! Though I’m not sure which is more pathetic, her weakness to such a common means to attack or your pathetic password to protect this little project of yours. I needed to improve the material you invented, but now any suit I make is well insulated to electric attacks…but seriously, SpiderXMarvel4Ever?!” Octavius exclaimed in a mix of gloating and annoyance, while Ms. Marvel felt terrified that a supervillain with the powers of Spider-Man had figured out her weakness somehow, though at the same time had a more strange feeling at hearing what Peter’s password for the project was.

But Ms. Marvel soon shook these feelings as she saw Miles get kneed in the stomach and Octavius moved to punch him, but the polymorph jumped into action and screamed out, “Embiggen!”

With her battle cry, Ms. Marvel’s right fist grew in size and extended in length, launching toward the body stealer with all the speed she could muster from her powers.

Even with the yell and spider-sense, Octavius got caught off guard because of his feelings of triumph and focus on Miles, that he could not dodge the attack and knocked away from his previous opponents with ease.

“Ms. Marvel? What are you…never mind, let's get Peter out of here. The damage he took can’t be good for his mind trapped in the arms I attached to this Horizon security drone. I would explain more, but it’s a long story,” Miles quickly said, flipping the robot over and began disconnecting the arms.

“I bet, but the good news is the cavalry is on its way, so you get Peter to the rooftops and wait for the others while I try and get his body back!” Ms. Marvel instructed, getting into a battle stance as Octavius got back to his feet.

“You again! Did you not learn from last time? It took three Avengers even knock me out and that was after I humiliated Iron Man!” Octavius growled out just before firing a web line at Ms. Marvel, but the polymorph used her power to bend out of the way.

“Last time I thought I was dealing with a friend who might have needed help, so I held back. We ALL did! Now I know I’m fighting an enemy. The only thing I need to be careful of is not damaging my friend’s body too much!” Ms. Marvel shot back, sending her arm out like a whip aimed at Octavius’ feat in hopes of tripping him, but the villain just backflipped over the attack.

While still in mid-air, Octavius fired a web line on either side of Ms. Marvel and pulled in hopes of sending both feet into the petite girl’s chest, but the polymorph countered by enlarging both arms and punching towards the incoming legs.

Both heroes got pushed back a bit back the other’s attack, spider strength clearly able to hold its own against Embiggening, though because Octavius was in the air, he was not on the ground before Ms. Marvel transitioned from her punch to a flying forward kick by using the two massive arms to launch herself forward while also enlarging her feet for greater impact force.

As the kick was about to make contact, Octavius fired a web line at one of the walls of the alley to pull himself out of the way, barely avoiding what he assumed would have been a devastating hit.

‘Annoying girl, her and Parker would have been made for each other if I had any attention of returning this body!’ the ‘former’ supervillain thought as he clung to the wall and watched Ms. Marvel flyby.

The downside to Ms. Marvel’s attack was it left her exposed, the critical weakness to power moves like this combo was. A fault Octavius would take full advantage of and dove in to hit the polymorph from behind as she tried to regain her balance once she skidded to a halt.

But just as Octavius got within striking range, Ms. Marvel’s midsection twisted as one would reign in a towel and her arms extended outward.

Just as the false Spider-Man realized what was about to happen, Ms. Marvel released the twisting and her body spun rabidly in a blur of motion, her fists getting several hits in before they made Octavius stumble back in a daze.

-

Meanwhile, Ms. Marvel was also dizzy from that move, so neither combatant could make a move for a few moments, making the spectator from the rooftops wonder what he should do.

‘Ms. Marvel said to wait for the others, but if I join now, maybe we can end this!’ Miles thought while also trying to do at least minor repairs to the robotic arms that housed his friend’s mind.

Miles got broken from these thoughts as he heard Peter’s staticky voice spoke out, “Mi…plea…hel…Ma…”

“Peter? Hold on buddy, Ms. Marvel said help was on the way. You’ll be back in your body in no time,” Miles assured his friend, knowing the original Spider-Man was asking for help but did not realize it was for the one doing the fight and not for himself.

Before Peter could make another attempt to get Miles back into the fight though, a shadow looked over the two and asked, “What do you mean back in his body?”

-

Back at the fight between Ms. Marvel and Octavius, both were recovering from the dazed or dizzy state they were in and were making their next moves.

Ms. Marvel went for a single hand grab meant to pickup her opponent with an enlarged hand and slam him into the ground, but much like when she had tried to grab the ‘Superior’ Spider-Man on the rooftop during their last encounter, Octavius threw her with ease. Ms. Marvel’s only advantage was she at least knew it could happen, so she was ready to twist her body mid-flight to be in a better position to get up faster and back into a battle stance.

This angered Octavius since he was not expecting the girl to be this much of a challenge to neutralize, so in frustration yelled out, “Well…this is aggravating. At least you were not full of false bravado about saying you would be more of a threat, but you do realize you are only wasting both our time? I’m clearly a vast improvement over the original, so why fight so hard to defeat me so you can try to put that dolt back in this body?!”

“Just because you’ve been defeating criminals and villains left and right, does not make you a hero! More importantly, what part about him and I are friends, don’t you get? Me letting you keep his body now that I know a jerk is behind the wheel would make me a horrible one!” Ms. Marvel shot back, though internally she was ashamed of herself for giving up on Peter. The first step in making up for that huge mistake was to get said body back to him.

But before either super-powered being could make the next move in their battle, a blue blast of energy struck the ground between them, while at the same time, Black Widow landed behind Octavius.

“Sorry to interrupt, but we got a distress signal coming from here and thought we should check it out,” Iron Man’s voice from above, making the two teens look up and see him standing near Miles, but he was not alone. Captain America and Hulk also stood ready to join the fight.

Octavius for once felt fear, knowing that by his calculations, that even the three Avengers he faced before would be a difficult obstacle to overcome now that they would not be a restrained as last time. Facing two additional Avengers on top of that made his odds drop dramatically, even without adding the fact one was the Hulk!

“You people…what do you have against this city getting the hero it deserves!” Octavius demanded, his anger growing by the moment how all his goals were looking like they would go up in smoke just because one stretchy brat had to show up!

The words of Octavius only further enraged Ms. Marvel, who screamed out, “What it deserves?! If you are the standard, then the real Spider-Man blows you out of the water!”

Upon stating this, Ms. Marvel started to grow in height and enlarged her fists but stopped when she saw Black Widow shake her head and raised one of her gauntlets in Octavius’ direction.

“This is your only chance, Octavius; either stand down or we will take you by force!” Black Widow ordered, thought was surprised when the false Spider-Man laughed.

“And what will you do, fire one of those silly electric discharges at me? Maybe Ms. Marvel should tell you how well that will work out!” Octavius gloated while Ms. Marvel looked away in shame. This lowering of Ms. Marvel’s guard was the colossal mistake that gave Octavius the opening he needed.

Lunging forward, Octavius punched Ms. Marvel in the face with enough spider strength to normally send the polymorph flying, but the ‘former’ villain had other plans, given how he knew about Black Widow’s attack coming.

A web line quickly caught Ms. Marvel got knocked away by the force of the blow, just as Widow mentally recovered from the sight of the attack. In an attempt to stop Octavius from doing what she assumed was a follow-up strike, Black Widow fired a widow’s bite, but this was what false Spider-Man was hoping would happen.

Octavius yanked Ms. Marvel towards him and then used her as a human shield from the attack, even though his insulated suit would have done so. The main goal of this action was to shake the Avengers mentally and allow him to escape.

As Ms. Marvel screamed in pain of a combat-level widow’s bite coursing through her body, Octavius threw the girl at her teammate before attempting to web swing upward in hopes of getting out the alley.

The one thing Octavius did not plan on was that only some of the Avengers jumped down from the rooftop to help their injured teammate; Iron Man had stayed focused on the false Spider-Man and air tackled him.

“You think we will let you get away! The only thing keeping me from beating the snot out of you right now is the original owner of that body will be the one stuck with the fallout of the damage!” Iron Man growled out, aiming for the building across from the ally in hopes of knocking the wind out Octavius.

“Unhand me!” Octavius demanded as he musted all the strength he could, forcing his arms free of Iron Man’s grip and firing a web line at each leg and pulling back. Soon the change in the direction of the jets on each boot caused Iron Man to fly out of control and release Octavius out of reflex.

As Iron Man fought to regain control, Octavius took his chance to escape, though he got tempted to make a move on the mechanical arms that housed Peter Parker’s mind.

‘Destroying Parker would ensure my claim to this body, but the window to escape is too small. With any luck, the degradation of the circuits in the arms will be swift and remove the dolt for me!’ Octavius thought, knowing escape was the better option, he needed to get back to the Spider’s Nest and see if he could even the odds; now the Avengers were against him.

Back with the Avengers, Iron Man glared in the general direction the ‘Superior’ Spider-Man went. He wanted to pursue but knew with Ms. Marvel down and Peter fading fast, he as both a leader and mentor, needed to help both young charges.

Landing next to his team, Iron Man asked, “How is she doing? I know she heals fast but getting punched by a guy with all of Spider-Man’s power and less restraint, then hit with a widow’s bite, can’t be good for even her.”

Black looked up at Iron sadly while cradling the unconscious young girl and replied, “Worse than you think Tony, but that is her secret to tell. Can you help the real Spider-Man though?”

Iron looked to the device that held the young man, which seemed to try and reach out with one of the robotics arms to help the fallen teen hero and smiled sadly behind his faceplate. He had his work cut out for him.

“Nat, who do you think you are talking to? Tech is what I do! Besides, if the big guy is willing to let Bruce out to play, we can have Pajamas dancing the robot by dinner!” Iron Man joked in an attempt to lighten the mood, not expecting to see Miles getting panicked by the comment.

“You don’t want him doing that, trust me!” Miles stated, confusing the Avengers, while Peter seemed trying to protest, but the battle damage made it come out garbled.

Peter’s attempt to protest had the adults get back on to the matter at hand, knowing the boy had little time, so Tony turned the device and said, “Easy kid, we’ll get you back to the tower and fix you up. Once that is done, we will take care of Octavius and get you back where you belong.”

At first, it seemed like Peter wanted to say something, but untangle words came out. The communication attempts only stopped when a brown hand rested on the special lens that seemed where the voice tried to come from the broken arms. The hand came from the outstretched arms of Ms. Marvel, her healing factor helping her regain consciousness for at least the moment.

“The boss had spoken Spidey. Sorry I did not have your back when you needed me,” The girl apologized, causing her teammates to look at her in shock, but knew now was not the time to figure out where this mindset was coming from. They needed to get both teens back to the tower and make sure they were all right physically before they started prying into their inner thoughts.

“Enough of that talk, Stretchy! You found out what was going on with PJs here and called in the cavalry. Not much more anyone could ask!” Iron Man scolded lightly, pushing a button on his wrist controls to call the quinjet to their location. They had kept it away from the actual battle to avoid attracting attention until they knew what was going on.

As the aircraft came overhead, Iron Man took Peter’s mechanical body and Hulk Took Ms. Marvel, so to quickly get both aboard, while Captain America looked to Miles and said, “We got it from here, soldier. We will let you know if anything happens, but for now, focus on your usual activities and keep clear of Octavius. He is too dangerous for you to take on alone, now that he will feel cornered with the secret of what he has done now known to us.”

The Captain could tell from the second Spider-Man’s body language that the young man wanted to argue that he could still help but seemed to relent as his mind did a retake on all that had happened. With a nod, the black and red hero fired a web line to head for home while the remaining Avengers headed for the aircraft to help the fallen super teens.


	2. Preparations

**Summary for the Chapter:**

> With the secret of Octavius' mind swap now known, both sides prepare for their next encounter. But while the Superior Spider-Man grows his arsenal and Tony tries to give Peter a new body that will buy him more time, Ms. Marvel starts to face her inner turmoil with Peter's help.

Chapter 2 – Preparations

At the Spider-Nest, Otto Octavius was going over his plans for various new weapons to use as the Superior Spider-Man, now that he was at ‘war’ with the Avengers.

Many were for later use, as Octavius wished to focus on things that worked with the core methods that Spider-Man used but now knew he needed a more rounded arsenal.

‘Upgrading the Spiderbots would be useful, but doing so on even one would be time-consuming on even one, let alone all of them. No, if I am to face the Avengers, I need to focus on improving myself, but how?’ Otto thought while looking over various designs for new robotic arms plus new gadgets that could expand on the web-shooters uses.

So far, he had narrowed it down to his more conventional robotic arms since he would need to be familiar with their abilities over adapting to a newer, untested design. As for the web-shooters, electric webbing would be useful for dealing with Ms. Marvel and could be effective against Captain America and Black Widow. Stark was questionable and the Hulk was a guaranteed no for such a weapon.

Stark had far too many armors to make a single plan for, so tools that had multiple uses would probably be best. Octavius would be able to adapt to what the billionaire brought to the encounter.

Hulk, meanwhile, was a different challenge entirely! In theory, the green brute should be simple to plan for, but creating something that could meet the goal was the obstacle!

‘The suspension matrix would work as a short-term solution, but how do I bring the monster down? Draining his gamma levels has proven effective in the past, but I do not have access to a portable means. Osborn had the crystal that siphoned gamma energy during the werewolf incident last Halloween, but that would be difficult to find, assuming it still exists,’ Octavius concluded as he went over the possible options. So far, it came down to either sleep gas or anti-adrenaline compound. A rather mundane way of taking out such a foe, but it was his only viable option given the limited time he had to prepare.

In the end, Octavius came down with several gadgets for the web-shooters that should hopefully even the odds. The electric webbing, plus impact webbing, suspensions matrix, web bomb and trip mine options. Simple devices that offered him a host of ways to fight his enemies without being specialized.

Octavius' most challenging task was getting the new arm harness ready before tomorrow. He doubted the Avengers would allow for much time to prepare, even if they failed to save Parker. Earth’s mightiest heroes would likely seek him out for the sake of ‘justice’ even though it was the Superior Spider-Man that delivered it to the city in spades!

‘World’s mightiest fool is more like it! If they kept their egos in check, they would see I am the perfect solution to the problem plague New York! Their imminent defeat will give them the perspective that they are in desperate need of!’ Octavius concluded in his mind as he went about constructing the new robotic arms for the battle to come.

-

At Avengers Tower, Ms. Marvel woke up in her room, having passed out again shortly after being brought aboard the quinjet. Due to her not living at the tower, the room was mostly a place to put her things away before training, do homework or get short rests before heading home. Most of the personal items were things she collected from her adventures, rocks from the moon or alien worlds, pictures from past battles or any other minor thing she could collect that was harmless or not too creepy. Thor once suggested the head of an adaptoid, but Ms. Marvel felt like it was watching her, so she turned the idea down.

Some of the few everyday things items the room possessed were the bed and laptop. Ms. Marvel did not need much since she still lived in Jersey with her parents and brother. The only one of the pair who knew her secret was her Ammi, but that just made it easy when the teenager needed to go on a big mission. So long as her grades stayed at a decent level.

“Natasha’s normal widow’s bite really hits hard. I hope she and I never become enemies; she would take me down in a second with just that, let alone anything else she brings to a fight!” Ms. Marvel grumbled, getting out of the bed with the intent of heading for Tony’s lab. Peter was most likely there, though hopefully doing a lot better than last time she saw him.

She found Black Widow leaning on the wall opposite of her door as she entered the hall. The woman’s expression was neutral, though that did not mean anything when it came to the Black Widow. Ms. Marvel had learned to accept her teammate would make her intentions clear eventually. It still did not stop the teenager from feeling freaked out, but it was not as bad when she first joined the Avengers.

As Ms. Marvel headed Tony’s lab, Black Widow finally asked, “You sure you should be up? You took a nasty hit today.”

Ms. Marvel winced at the memory but kept walking while replying with a weak, “I’ll be fine. Spidey is probably having a worse time than me anyway.”

For reasons that confused the young heroine, Black Widow seemed to accept this and the pair kept going down the hall. The silence was a mixed blessing, but Ms. Marvel was going to accept what peace she could get, given helping Peter take handling at least a little bit of chaos.

Upon reaching the lab, the two superheroines found Tony and Bruce working the robotic arm harness, though given how they were in the middle of a conversation with the device gave Ms. Marvel hope.

“So let me get this straight, Chief Watanabe demanded you to unmask and you did not think of countering with wanting a phone to contact a lawyer or me? It would have made it easier for me to help later if she rejected you outright and if she conceded, it would have let you contact the big guns!” Tony casually lectured Peter's holographic face, being projected by that same lens Ms. Marvel had placed her hand on when calming him down earlier.

“I figured the time for that was after the unmasking, plus was kind of out of it. I had not slept in days. Running around trying to find a new way to pay for Horizon, plus Octavius’ bounty hunters, was so worn out I’m surprised it was only my powers on the fritz and not my whole body!” Peter countered though he doubted his argument given his tone and expression. Probably trying to convince himself it was not the worse series of decisions of his life.

“Usually, when your powers start to go from lack of rest, that’s the time you should have been asking for help!” Bruce commented while entering some code into a computer connected to Peter’s ‘body,’ while Tony seemed to be making repairs to the actual machine.

Meanwhile Ms, Marvel just smiled sadly and shook her head at hearing all this. Peter had been dealing with that and she had dropped yet another thing onto his plate. True, it was around the hippo and panda villain team that had fought Peter, so it was at the start of the whole mess but still, it was selfish adding yet another thing for her friend to deal with when he had so much else to do.

Black Widow noticed the growing guilt on her teammate's face, but as she moved to say something, the voice Tony cut in first and called out, “Perfect timing Stretchy, was hoping to ask a huge favor. Know your mom does not like you staying overnight when possible but hoping you can keep Pajamas occupied tonight. Bruce needs rest after transforming and I need to work on work on something that buys Peter here some decent amount of time over this failing harness, hoping you could keep him distracted for the night.”

Ms. Marvel blinked at this request and asked, “And do what? I doubt there is much he can do in that state. Heck, does Peter even need to sleep?”

Tony just chuckled at this and said, “That is my point, too much going on for him right now. He could use some usual teenage stuff right now to give him something to focus on over this fear of another transfer.”

Ms. Marvel blinked in confusion at this, while Peter looked like he wanted to facepalm and grumbled out, “One, I never was good at regular teenager stuff. She makes a gaming reference and I look at her like she is speaking a whole different language. Two, I know you probably have more experience in these matters, Mr. Stark, but Miles and I are kind of worried about the whole copy of a copy theory to risk that after already doing three transfers!”

Tony gave the young hero a sympathetic smile before saying, “I get the need for caution since you and Miles only had only a theory to go on, but trust me, you should be safe for one more transfer. Not sure about after that, but we need to get you into a more stable place that can handle your mind since Octavius has the option to just stonewalling us until your time runs out.”

Peter seemed reluctant to accept this, though he still seemed to trust the more experienced hero and scientist. Ms. Marvel was unsure what to do for her part in all this. Peter was a great guy but was not sure what distract at a time like this. The only science she even got close to getting into was computer science, so she could not ‘talk shop’ like Miles could and hero stuff was off the table. The point was to distract Peter from that right now!

“Um…so if my Ammi is okay with me staying here tonight, should I bring a laptop down here or bring him to my room?” Ms. Marvel asked, trying to at least figure where the two should be while she kept Peter distracted and out of the way.

“Front room actually, probably best not to have him staring at your ‘trophy’ collection if we are trying to get him to not think about hero stuff!” Tony commented, getting a raised eyebrow from the holographic image of her friend at hearing this.

“What would a superhero collect as a trophy? The missing teeth of villains?” Peter asked, clearly confused how his friend had a collection of things from past battles or adventures.

“Become an Avenger someday and I’ll show you!” Ms. Marvel teased before exiting the room to phone her Ammi while Tony and Bruce finished up their work on Peter’s temporary body. Black Widow, meanwhile, kept her distance but followed Ms. Marvel out of the room.

Outside the lab, Ms. Marvel took out her phone a dialed her home number before bringing the device to her ear. Meanwhile, Black kept a few feet away and waited for her teammates to finish her call.

“Ammi? Tony asked me to stay tonight to help someone who has helped us in the past…no, he is not an Avenger, but he is a teen hero like I am…Tony wants me to help him keep calm and distracted while he and Bruce work on the way to help him…it’s a bit of both complicated and a personal matter for him, so I don’t want to give out too much of the details…yes I have a change of clothes here at the tower…than you Ammi,” Ms. Marvel said into the device, though as she hung up, Black Widow took her chance to speak on something noticed during the whole conversation.

“Just someone who helped us in the past and a fellow teen hero? Why not call him your friend?” Black Widow asked, trying not to sound accusatory, but once the teenager got over being startled by the super spy, Ms. Marvel looked away in shame.

“I turned my back on him when he needed me most. That does not sound like a friend,” Ms. Marvel replied, not able to meet the gaze of her teammate.

“How could you have known with what information you had? Tony’s scans made it clear the ‘real’ Peter Parker was right there in front of us. We had no means to check for a mind swapping or even considering checking for it if we did have a method. It did not help the processes gave Octavius at least some, if not all, of Peter’s memories. It made him seem like a very aggressive and arrogant version of the Spider-Man we knew,” Natasha pointed out, even though the spy did still recall the sudden change in fighting style and skillset made her doubt the scans at first.

“But why did we not even consider that? I know Spidey was under stress before his sudden ‘change,’ but you think after all the things we have seen, we should have been thinking about the option!” Ms. Marvel tried to counter but was surprised when Black Widow just shook her head and gave the teenager a sad smile.

“No, Kamala, there were zero reasons for any of us to think that because mind swapping is so rare. A person has to be willing to commit to an entirely new life in most cases, not continue with their old one in a new body. True, we do not know Octavius’ original plans for after he stole Peter's body, but he did still change somewhat in the end. Sadly it was not an approach to life we would agree with,” Black Widow explained. However, she could not get Ms. Marvel’s response, as both heard the sound of clattering and looked to see Peter ‘walking’ out of the lab using the robotic tentacles, Tony and Bruce following behind him.

“So, you good to go Stretch or do you need a lift home?” Tony asked, noting the young girl seemed tense right now and eyeing Black Widow suspiciously.

Ms. Marvel just forced a smile on her face as she nodded her head to avoid worrying Peter and replied, “Ammi is okay with it, so we are good to go boss!”

Tony nodded at this, though all the adults knew he would grill Black Widow for details once the kids were out of hearing range.

“Off with you two then! If any of us catch you talking shop, you will be hand washing Hulk’s shorts!” Tony teased, getting a laugh as he watched both teens shudder. Bruce just raised an eyebrow at this but said nothing.

As both Ms. Marvel and Peter were far enough away, Tony asked, “So Nat, why was the kid so tense just now?”

Black Widow let out a sigh before saying, “You able to multi-task? I think you need to start working on whatever this long terms plan for Peter is, while I’ll fill you in on what is at least some of the things bothering Kamala.”

-

Ms. Marvel and Peter were in the tower's living room a short while later, only stopping by Ms. Marvel’s room long enough to get her laptop and backpack. Peter had tried to get a glimpse inside to figure out what the ‘trophy collection’ was, but Ms. Marvel easily guessed this would happen and made sure to block Peter’s view enough to keep him guessing.

“You're enjoying this way too much!” Peter stated while his friend set up her laptop to get some homework done while the TV streamed a movie in the background. The other teen hero was smirking at him for the comment.

“Told you, you needed to become an Avenger first!” Ms. Marvel teased, getting a glare from Peter’s holographic face. The facade only lasted for a second when both just laughed at the silliness and moved on.

“So, what are you working on?” Peter asked, looking at the textbooks Ms. Marvel took out of her bag.

“Well, I did my History and English stuff already, so just have my science and math left to do…figures I got someone next to me who could be a huge help. But Cap made a rule of ‘no helping Ms. Marvel with homework’ for those topics since most of it is child’s play for Tony or Bruce,” Ms. Marvel answered, looking annoyed when mentioning the rule.

Peter looked confused at this, thinking he could off to tutor his friend as he did for Flash back at midtown, but was stopped by the voice of Captain America speaking up.

“That’s because I doubt either of them could ‘dumb’ the answers enough that would not make your teachers suspicious,” the Captain stated, getting water from the fridge before joining the teenagers on the couch.

“Um…Cap…Peter is a Horizon student, that makes him practically a scientist in training! Pretty sure he could read a research paper written by Bruce and understand it!” Ms. Marvel exclaimed while Peter looked bashful at the comment since he read Bruce Banner’s gamma research papers.

“Oh, I do not doubt that, but I like to think another teenager can at least make it still keep it down to the right level, unlike two geniuses…mainly Tony. It probably would give it away you had rather advanced ‘tutor,’” Captain America explained before taking a deep breath and moved onto the reason he was here.

“Ms. Marvel, I have to ask, what has been having you act so strangely lately? I know it involves electricity, but I don’t understand why. Natasha seems to know but won’t say anything. Still, I think it is time I asked, even if Nat believes you should be allowed to come to us when you're ready,” the Captain told the team’s youngest member, who became very timid at being finally confronted about all the ‘training’ Black Widow had been giving her.

Ms. Marvel knew it was time to fess up finally. Otto Octavius had figured it out, so if she was to of any help in stopping him, Ms. Marvel needed to tell the other Avengers her weakness so she could avoid being dead weight in the next showdown. But before she could say anything, Peter spoke up first.

“Oh, she was having tasers pulled on her a lot in Jersey, so came to me asking if I had any tricks that would help. I did not know how to dumb down my moves for someone without superhuman agility, so I worked on a material that would help. I wish I knew Black Widow was on the case as well; I could have given Ms. Marvel the version I had over trying to get it to ‘super level’ if you combine the two,” Peter answered for his friend, thinking that was all it was. Ms. Marvel only assumed the former Spider-Man had not figured there was more to it than not liking the pain of being shocked.

“Sorry Pete, but there is a lot more to it than that. Glad it's not obvious to every person who is good at science though,” Ms. Marvel told the cybernetic boy before looking to Captain with a shameful expression on her face.

“I can’t afford to get hit with electricity, Cap. A solid zap can make my Embiggening powers get negated for a short time. I know I should have said something a long time, but…I did not like anyone knowing about it. Now Octavius knows just because of what little Peter knew, and thanks for what Peter was making for me; Octavius is shockproof plus will be ready for me next time. Worse, it's thanks to that stuff Peter is not back in his body right now!” Ms. Marvel explained as best she could, not looking her teammate in the eye as she spoke. She could easily imagine the look of disappointment, possibly even anger.

As Ms. Marvel felt a firm hand get placed on her shoulder, she braced for the lecture on how irresponsible she was or how she no longer deserved to be an Avenger. But when Ms. Marvel heard the Captain gently but firmly say, “I need you or Peter to tell me what your exact request was. From there, we can figure out how much of a breach of protocol this was.”

Ms. Marvel struggled to find her words at what Cap meant when Peter spoke in her place.

“Um…all she did was ask what methods I used to avoid getting shocked because of some issues in Jersey. She never told me getting hit with a strong jolt would take out her powers,” Peter answered, getting a nod and a sigh of relief from Captain America.

“Good, I was worried Kamala was giving on what could be called classified information…what wrong?” Captain America started to say but then watched Ms. Marvel go tense and Peter act like he had been trying to cover his ears but realized he was sure where those were now.

After a few moments of this, Ms. Marvel finally said in a nervous tone, “Well, even though I knew Peter’s secret, he intentionally avoided knowing mine beyond what my face looks like. So you just finished ‘unmasking’ me.”

Captain America blinked at this at first, then realized what had happened. The war veteran facepalmed at his mistake, but before he could apologize, the voice of Black Widow cut into the conversation from the entrance to the room.

“So even the great Steve Rodgers can make mistakes! Consider that punishment for not letting her tell us in her own time!” Black Widow lightly teased/scolded the super-soldier before pushing a button on the wall that lowered panels on the windows that worked in the sense of a one-way window would. They were for when the Avengers wanted privacy in the living room.

Ms. Marvel took this as a signal to take off her mask, while the Captain gave the super spy a friendly glare.

“Given what she told me, it seems like it was a good thing I approached her. It sounds like Octavius might have figured out the weakness on his own and the last thing any of us want is to see her go down mid-fight and not realize she could be in trouble! If anything, Nat, you should have told the rest of us and we could have covered her until Kamala was ready to confess!” Captain America countered, making the two teens wince out of habit of Kamala’s real name getting said a second time.

“Can we stop saying that word in front of the non Avenger?” Peter grumbled while Kamala just patted him on the ‘head.’

“It's not like you know my full name, Peter,” Kamala pointed out, letting herself relax a little now that she felt the hard part of her weakness finally revealed. Sadly Black Widow had another bombshell to drop on her.

“You going to keep the momentum going by fessing up to him about what you told me or you waiting until it's just the two of you?” Black Widow asked, making Kamala go tense while Peter just looked confused.

“To what? She confessed she has a crush on me or something?” Peter asked jokingly, more out of habit than anything else. The two adults just rolled their eyes while Kamala looked like she wanted to strangle him and Black Widow but sighed as she let the annoyance fade.

“No, Pete, I just…thought maybe we were not friends anymore after I nearly turned my back on you when you were in trouble,” Kamala admitted, the shame she felt clearly on her face and in her voice.

“When did you do that? You went all out just a few hours ago trying to get my body back from Octavius and before that, the last time I saw you was when we met up for drinks before you headed for home. So not sure when you would turn your back on me…wait…are you counting the time you thought he was me after dealing with Modock? Whoever that is since Mr. Stark only gave me the quick rundown on that incident,” Peter asked, getting a nod from Kamala as she looked away from him because of the guilt.

Peter’s holographic face went slack-jawed at this, unsure what to do or say to help. After a few moments, a look of mischief came across said face and the robotics arms snatched the laptop on the coffee table.

“What are you doing?” Kamala asked, confused and worried at her friend's expression, which changed to a look of horror when she heard next.

“Doing your homework for you as your punishment, don’t worry, I’ll make it so obvious you will get a big fat F!” Peter said casually. However, he soon had to focus more on keeping the device out of the polymorph’s reach as her hands stretched out in an attempt to get it back.

The two older heroes took this as a sign to leave, despite Kamala’s pleas for help. They figured Peter had the mending of the ‘busted’ friendship well in hand. Neither believed he was serious about making Kamala fail, just getting her out of those dark thoughts and lighten the mood after all that drama.

As the pair left, Captain America asked, “So, why did you keep the secret if you figured it out? I do not like not knowing one of my teammates might be in trouble and it's not like you put any of us at risk like that.”

“Steve, she is young and proud. Kamala feels she constantly needs to prove herself because of her age, so it makes sense she would not want to say she is weak to something like that. Besides, it was not blatantly obvious until she started asking for help, so Kamala has managed it until now. Though now that Octavius knows…” Black Widow explained, concern showing on her face as she brought up the man who had stolen the body of Spider-Man. Both could agree that the possibly still evil genius would take full advantage of the polymorph’s weakness in the next encounter if he could.

Captain nodded solemnly at this. They would need to be ready to cover their youngest member, but first, they needed to know the full game plan and so would need to talk to Tony before worrying about such things.

They did not know the surprise they would greet them upon entering the lab.

-

“So you just happened to have the schematics for this on hand?” Bruce asked with a smirk while drinking some coffee. The second scientist in the room casually went over the data for the new armor Tony was building to act as Peter’s body until Octavius could be captured.

“What can I say? The kid has an impressive power set and I tried to emulate it. It's not the first time I made a theme-based armor. Did you forget a certain Hulk Buster suit I have?” Tony replied as he watched his machines do their work at building the armor.

“So this suit is some form of counter to Spider-Man then?” Bruce countered, his skepticism apparent in his tone. Nothing in the data showed countermeasures, more like emulations and augmentation to what the original could do. If anything, this suit was a booster for a spider-themed operator.

“Do I criticize how your other half does his thing?” Tony shot back, rolling his eyes as Bruce replied with an ‘all the time’ as both men went back to watching project ‘Iron Spider’ was built before their eyes


	3. Clash of Spiders

**Summary for the Chapter:**

> Peter gets used to his new body by sparring with Ms. Marvel, then gets his rematch with Octavius, who also has new weapons. The outcome is not one either side expected.

Chapter 3 – Clash of Spiders

It had been several hours after Peter’s joke of doing Kamala’s homework for her. The polymorph was asleep on the couch while Peter was toying around on the laptop.

Peter had been tempted to look up what Otto had been doing as him the last week or so but was not willing to risk that getting him stuck on Hulk laundry duty. Instead, he looked up something he noticed Kamala was doing after finishing her homework, playing a game called World of Battlecraft.

Like many things, Peter was not well versed in video games. He grew up with a love of science, so video games, sports and so on were unusual to him. But given how he noticed Kamala got so focused on playing this game, though he would see what it was about.

It seemed to be one of those online games with a subscription, so he could not try it first hand, so he opted for looking up ‘beginner’s guides’ and videos to try and understand this hobby the other teenager played.

“Kamala converted you or just something to do while she sleeps on the job?” the voice of Bruce Banner asked, making Peter almost jump, but the shushing motion from the gamma expert stopped the startled teen from accidentally waking Kamala from her slumber.

“Doctor Banner, you startled me! Um…no, I was just curious why she was so focused on this stuff since I understand games about as well as most normal teens have issues with the more advanced equations in physics…this game is even more confusing though since I keep seeing things like ‘raid uses’ or strong in PVP/PVE notes. How does she keep track of all this?” Peter explained though he knew the Doctor was joking. It was 3 am after all and Kamala still took a big hit from the Widow’s Bite, so her being ‘asleep on the job’ was hardly unexpected.

Bruce just smiled and shook his head, thinking the same things, but his other half liked games from what others told him. Not MMO-style games, but still, the big guy was the gaming half of the pair.

“Pretty sure you would need to ask Kamala on that. But for now, let's get you back to the lab. Tony wants you out of that thing as soon as possible,” Bruce told the young hero, agreeing with the plan as well since the more stable Peter’s mind was, the smoother the transfer.

Peter was surprised Tony had a replacement body so fast. He figured that it would take a day, but this was somewhere under 10 hours.

“That was fast…I know you and Mr. Stark say it's safe but I’m still a bit nervous about this,” Peter replied, following the Doctor back to the lab.

“I can’t blame you for wanting to be careful, Peter, but we need to be ready for Octavius’ drawing this out. Besides, who better to help us face a villain with your powers than you in a body meant to match them,” Bruce explained, smirking as the holo image of Peter looked at him in shock.

“Wait…not only you guys built me a more stable body for my mind, but made it for fighting Otto Octavius? What are you putting me in, a spare Iron Man suit?” Peter asked, thinking that was how the new body ready so soon. The former Spider-Man assumed they just needed to make some adjustments to a suite for holding mental data and presto, new body!

“Well, your half right,” Bruce replied cryptically, opening the door to the lab revealed what Tony had been building. The expected reaction of Peter going slack-jawed made both Bruce and the waiting Tony laugh. Now the only one left to surprise was Kamala in the morning on the ‘new’ Spider-Man.

-

A few hours later, Kamala woke up to the smell of breakfast and looked up to see Tony and one of his suits at the stove. She was not familiar with a model, even if it still had a red and yellow paint job.

‘Wonder why Pete is not gushing over this…wait…where is Peter?!’ Kamala thought, finally noticing her friend was nowhere to be seen.

“Lose something, Ms. M?” the voice of Peter called out, making Kamala grow confused as she looked for the source. The search ended when she felt something hit the back of her head and found a familiar sticky white substance in her hair.

“Spidey, I am going to kill you for…wait, how did you do that in the arm harness?” Kamala asked as she looked in the direction of the web shot. The only ones there were Tony and the new suit…that was moving on its own without Tony using the Mark 50.

“Peter…is that you?” Kamala asked, finally seeing the new armor’s front half. Red was the primary color, but the gold parts made up the eyes, spider-like emblem on the chest, plus on the wrists and feet. Kamala remembered there was a strange round gold object on the back when seeing it from behind.

“Yup, got a bit of an upgrade last night. I really hope that is the last transfer until I get my old body back!” Peter stated proudly, at least until the last part. He did not want to risk fading out of existence because of too many transfers.

Kamala gave her friend a sad smile while Tony spoke up, “Don’t worry too much on that front PJs. Now that we got you’ve upgraded to Iron Spider and we give you a chance to run the new body through its paces, we will be ready to face Octavius head-on. Now, let’s finish getting breakfast ready so we can do that. Ms. Marvel is going to need the fuel since I think you just volunteered her to be your sparring partner after that little stunt,” Tony commented, making Peter laugh for a brief moment before asking ‘What?’ and Kamala smiles evilly as she put her mask back on.

“How badly can I break him, Tony? Wait, can he even feel pain?” Ms. Marvel asked, Peter now mentally sweating bullets as he watched his friend eying him like he would be the next course of the meal he was helping to prepare.

Tony smirked at this and said, “I made that suit to help Pajamas hold his own against Octavius’ stolen body so that suit can take a fair bit of punishment. As for pain, no, but pretty sure Peter will not enjoy getting slammed around.”

Moments later, the other Avengers were heading for the kitchen when the Peter in the Iron Spider armor came running out screaming, ‘I want to live!’ while soon being followed by Ms. Marvel, who screamed out, ‘Get back here and die like a man!’

As the other adult blinked in confusion, Ton called out, “Don’t worry, just setting up Peter’s training to get used to the new body. Let’s eat before the bottomless pit of a polymorph gets back!”

-

At the Spider’s Nest, Otto Octavius was perfecting the new arm harness. The arms were black, but the pack they were attached to was red, the color scheme matching his costume. It had taken most of the night to get everything ready, but Otto knew he was as prepared as he would ever be.

‘Now to get a few hours sleep and then strike this evening. I can’t risk letting the Avengers choosing the time or place of the battle if I am to succeed,” Otto thought as he headed for the cot in the corner of the lab.

He knew his absence would upset May, but if he was to live this new life he gained, Otto needed to wrap up the loose ends of his old life. True, he never intended to draw the Avengers into all this, but they were now involved. But if his goal of being the Superior Spider-Man came to fruition, then the loss of a few of Earth’s Mightiest Heroes should be minimal.

‘It is the price they pay for not staying out of my way!’

-

An hour later, Peter was standing in the training room with a still grinning Ms. Marvel. He knew the stretchy girl would get him for the web shot to the head but hoped the new body would let him survive without needing a major tune-up afterward.

The other Avengers were in the control room the overlooked the area, Tony activating several turrets that came out of the ceiling, walls, and floor.

“Okay, before we let Ms. Marvel have her fun, let's make sure your know how to use the suit’s functions. Might as well give you a fighting chance!” Tony joked though he was promptly swatted upside the head by my Black Widow and Captain America.

“At least two people don’t want me getting flattened by the living flyswatter!” Peter grumbled, just as he ‘felt’ something alarmingly familiar.

Ducking, Peter noticed a laser beam fly past where his head had been, making him realize he had his spider-sense back or at least had something similar since he noticed at the same time HUD that was a part of his vision also had shown the warning.

“You…digitized my spider-sense?! How?!” Peter asked while dodging more laser attacks from the turrets.

“It took a lot of research, though stay in the armor long enough and you’ll probably notice it’s not the same. This version of it makes heavy use of the sensors and a probability program, your spider-sense meanwhile; I noticed works in ways I have not been able to fully understand unless you and I run some actual tests with you in your real body. I bet you only ‘feel’ this version because your mind is a part of the suit rather than piloting it as I would. Now, try accessing some of the other features,” Tony explained while turning up the fire rate of the turrets.

At first, Peter tried doing this by firing his webs, but they were of little use at some of the turrets focused on intercepting the strands or small web bullets, so Peter needed to think closely to what Tony and Bruce said about his new arsenal of tools and weapons.

Peter was soon activating the three mechanical spider legs from the small round object on his back. They seemed even more agile than the actual humanoid legs, making it easier to dodge and let Peter get some breathing room to think.

‘Okay, let's see…I should be at least on par with all my physical traits, got webs and the three mechanical legs and…’ Peter thought as he went over what he knew and used so far. What was left the things geared towards Iron Man rather than Spider-Man.

Peter soon raised his palms and they glowed with the same energy that Iron Man’s did when getting ready to fire his repulsers.

Ms. Marvel's eyes widen as she watched her soon-to-be opponent blast one of the turrets to pieces and look to the control room with a glare. No one told her she could get blasted; it was not a fun thing to heal from.

Tony visibly shrugged with a grin, though this got him smacked upside the head from the other present Avengers, meanwhile Peter was trying out another new feature of his body.

Compartments on both wrists opened up and fired several missiles taking out more turrets and ending the training run. This sight made Ms. Marvel go slack-jawed and hold up her hand in surrender. She was not getting blown up today!

“Good test run, now let’s go find Octavius before he ruins Spidey’s rep anymore than he already has!” Ms. Marvel said casually though inwardly she was sweating bullets while marching for the door. Sadly her escape was stopped by one of her feet getting webbed to the ground.

As Ms. Marvel looked at her friend in shock, Peter said with a mocking tone, “Get back here and die like a woman!”

Ms. Marvel quickly looked to the Avengers for help, but all gave her a look of ‘You wanted this’ expressions. Clearly, they remembered when she called those very words Peter as he ran down the hall before breakfast.

“Cheer up, Ms. M, you win and I’ll tutor you for the rest of the year,” Peter offered, Ms. Marvel easily picturing his confident grin in the tone of his voice.

“And what do you get if you win?” Ms. Marvel asked hesitantly. She recalled Peter’s password Octavius mocked the young man for. It still made her feel weird, though she assumed she was overthinking the meaning behind the choice.

Peter tapped his metal finger against his chin and muttered teasingly ‘if I win’ several times before looking right at his friend and say, “I get an IOU after I get my body back. So many things I could call it in for, I need time to think it over!”

‘He wants a blank check! Like I would ever…’ Ms. Marvel thought, getting ready to turn the bet down when Tony calls over the speakers again.

“Deal, better win, Stretchy. Don’t want your mom benching you for bad grades!” the leader of the Avengers stated, though given how the other Avengers were smirking, this was them making sure she got the fight she had wanted an hour ago.

“I hate you all so much right now!” Ms. Marvel grumbled, Embiggening her foot to break the webbing and getting into a battle stance while Peter did the same.

Both teens stared each other down for a moment before Peter finally made the first move, opening up with a web shot aimed at Ms. Marvel’s face, but she just bent out of the way while stretching her arm to punch her opponent.

Peter countered by using the thrusters in the feet to let him quickly jump over the attack. Peter had not used them during the test because he had never used such a thing before, plus he wanted an ace in the hole for this sparring match. The boosters were just that, boosters. Flight was still not a tool in his arsenal, though it would help with the retractable web wings or jumps.

“You can fly?” Ms. Marvel asked in shock, getting ready for whatever Peter’s counter-attack would be.

“No, jump good!” Peter quipped before raining repulser blasts down on Ms. Marvel’s location.

“Since when did you know anything about Samurai Jack?” Ms. Marvel demanded with a shriek doing her best to avoid the energy shots.

“I got bored while you were asleep! I pretty much scrolled through your likes and playlists on YouTube! You really need to log out of your account when done!” Peter commented, though he mainly did when taking a break figuring out World of Battlecraft.

Back in the control room, the other Avengers had wondered if the only thing getting developed was the banter rather than combat skills. At least neither teen was as depressed as they were yesterday.

“So, who do you think is going to win? I like having faith in my tech, but pretty sure the IOU should motivate Kamala,” Tony asked, looking a little too pleased with how things were going.

“Don’t know, but let's see if we can get them to focus on fighting with their bodies rather than their mouths,” Steve replied before pushing a few buttons to activate more turrets, as well as send in a few drones. Some were similar to AIM's flying ones, but there were humanoid ones as well, each armed with a cannon-like right arm and a baton-like left.

Both teens barely had time to respond to the new additions, which was only thanks to Peter’s artificial spider-sense.

Of course, all this did was let the adults see something more like the duo that fought AIM at Bilderberg rather than two teen sparring. Peter used his webs and repulsers to deal with the ariel targets, while Ms. Marvel handled the ones on the ground.

“Is this normal for an Avengers training session?” Peter asked as he kept firing, thinking if this happened during a sparring match; he did not want to know how the team training exercises went.

“No, usually they are made to be unfair. This is not even a warm-up for Hawkeye without his bow!” Kamala answered while enlarging both arms and keeping the ground forces away from Peter as he aimed a barrage of missiles at the drones.

“That explains why I’m not an Avenger yet…I got a long way to go…” Peter commented, sounding almost depressed at how big a skill gap he had.

“Don’t listen to her Pajamas; Ms. Marvel makes it sound like she more of a badass than she is! You should have seen her during her first few training sessions. She screamed like a little girl, can show you the footage if you want,” Tony teased from the control room, making Ms. Marvel want to send an Embiggened punch at the window, but needed both hands at the training room floor right now.

Over the next hour, the Avengers sent drones to keep the two teens busy. What had been a sparring match had quickly changed to a workout, with Peter quickly growing more and more accustomed to the new body with each wave.

Soon he did not need to rely as much on the repulsers or missiles. As he got familiar with the web-shooters and how the Iron Spider body worked, he could start transitioning to fight more like he used to. The only thing limiting him now was the room had nothing to work with, so there was no terrain to use to his advantage.

But when there is a lack of terrain, that just meant you just needed to make some. To be specific, make the enemies the terrain, so Peter used the thrusters in the feet to get up to the same level as the flying drones and used them as platforms to attack others.

Meanwhile, Ms. Marvel focused on the ground forces until the Avengers thought the pair had enough. Of the two, Ms. Marvel was the only one out of breath, but both let themselves fall onto their back in relief.

“Well, I call that tie, so no IOU. Though if you ever need a tutor, I charge by the hour,” Peter joked, getting a playful glare from his friend until Tony called out over the speakers again.

“Actually, you were the one taking out the flying drones and those get deployed in greater number than ground forces, so you scored higher Pajamas. So guess Ms. Marvel does owe you. I’m so disappointed in you, young lady!” Tony playfully mocked the polymorph, making Ms. Marvel get to her feet and glared at the window.

“Boss, if I were you, I would run because I’m coming up there and I’m kicking your metal-plated butt!” Ms. Marvel called out before heading for the door, only to be stopped by the web line hitting her back and Peter holding onto the other end.

“Sorry, Ms. M, but as a member of the Tony Stark fan club, I can’t let you hurt him!” Peter quipped, getting a raised eyebrow from the other teen, just before she enlarged her hands and stretched out her arms enough to grab the web line on her back.

With a single fluid motion, she swung the line in an arc to slam Peter into the ground, but Peter countered by letting go and used his boosters to fly at Ms. Marvel and pin her to the ground instead.

“Can I get a three-count? I got her pinned!” Peter joked while Ms. Marvel glared at him, but soon both teens noticed the rather compromising position they were in.

If Peter could blush in his current body, he would be glowing. Good thing for him, Ms. Marvel was able to compensate and soon, both teens scrambled away from each other while Tony laughed and the other Avenger facepalmed at what happened.

“Well, that settles it. Pajamas gets the IOU and became a man in the process OW!” Tony called out, getting hit in the back of the head by all three other Avengers at once. It was a good thing it was Bruce and not the Hulk or the Avengers leader would have probably sent flying through the window.

Back on the training room floor, both teens stood nervously, neither sure what to say since it was clearly an accident and it was still technically a sparring match.

“Um, I know this goes without saying, but I did not mean land in that position specifically. I was just going for the pin,” Peter managed to get out, getting a meek nod from Ms. Marvel, who was still trying to get the weird feeling of Peter in the ‘on top’ position just a moment ago.

Both teens got snapped out of their thought by Captain America’s voice calling out over the speakers, “Alright, hit the showers Ms. Marvel and then we can go over where both of you can improve.”

Peter looked to Ms. Marvel in confusion, who smiled weakly and said, “That’s the standard post-training procedure. Cap, in particular, likes to break down points in the session to point out missed opportunities or other options that could have been used.”

“Five bucks says one of those will be that last part,” Peter grumbled, getting a defeated nod from Ms. Marvel. Neither wanted to go over that little incident but doubted any of the adults would let them live it down for a good while.

-

Several hours later, Otto awoke from his cot at the Spider’s Nest feeling refreshed, the only downer on his mood is how he had to prepare now to fight the Avengers, but there was no avoiding that.

But as he got up, he noticed several alerts on the computer that gathered data from the Spider Bots, checking said messages to find several images of a red and gold Spider-Man fighting crime alongside Ms. Marvel.

“What is this?!” Otto growled, noticing a tagged video the programs on his computer detected might be related to data the Spider Bots provided. Clicking on it revealed the image of Tony Stark appeared.

“Hello, New York, I’m sure the last few hours have been confusing as you have heard sightings of a Spider-Man-like hero in a suit similar to mine and fighting alongside Ms. Marvel. This is the Avengers' answer to both the sudden increase in supervillain activity and this ‘Superior’ Spider-Man that has been around lately. Though effective, this far less friendly neighborhood wall-crawler just did not sit right with me as his unofficial mentor, so I found someone who embodied the old Spidey’s mindset and gave him the means to stand on equal terms the current Spider-Man. We call him the Iron Spider!”

Hearing this made Otto Octavius shake with rage. How dare they disrespect all his hard work just because he did not pull his punches! Crime would not be stopped by playing nice! It required a strict and ruthless response. Anything less would only allow more incidents like Uncle Ben to happen again!

Otto soon put the new arm harness on and prepared the improved web-shooters as he had the Spider Bots locate ‘Iron Spider.’ It was time to settle this, once and for all.

-

“Man, I missed this!” Ms. Marvel commented as she and Iron Spider took down a bank heist group that had tried to give the police a good chase, but the duo had intervened.

Iron Spider had stopped the car by grabbing its rears end with his webs, while Ms. Marvel waited until the thieves gave on driving and tried to run for it. She quickly snatched them up with her stretchy arms and held them until the police arrived.

“What, stopping groups like HYDRA and going to space for who knows what, not enough for?” Iron Spider joked as the pair headed for the rooftops.

Ms. Marvel looked a bit ashamed as she replied, “I've been a bit frustrated lately. The other Avengers have finally been paying more attention to this kind of stuff, but that is after I needed to neglect Jersey to do those big missions. Guess even after ‘hitting the big time,’ I’m focused on the small stuff over the world-ending threats.”

“Have you…ever…talked to them about this? Maybe give you more time to look after Jersey and ‘do your own thing’ like you mentioned back at Bilderberg?” Iron Spider asked, wondering if Ms. Marvel remembered why it was just them right now, rather than one or two other Avengers.

Ms. Marvel almost laughed at this idea as she replied, “Yeah, that would go over really well, ‘Hey guys, is it okay if I skip of few stop alien invasions missions to go catch bank robbers and purse-snatchers?’ I'd probably be off the team in like five seconds!”

‘Please tell me they are not going to do that,’ Iron Spider thought as he knew the other Avengers were watching through his ‘eyes.’ This way, they would know if and when the ‘Superior’ Spider-Man showed up and could put an end to this.

-

In the cloaked quinjet, the other Avengers blinked at hearing all this and really wish their youngest member would open up to them more.

“I think we need to sit down with Kamala once this is all over. Figure out where she is having issues and see if we can find a better middle ground for her between being a teenager, Jersey’s only hero and an Avenger,” Captain America stated while keeping a close eye on the readouts from Iron Spider’s sensors.

“Why do you think I have been leaving the kid to himself, despite pulling off an Avengers level save with the Jackal and the Spider-Island stuff? Like Ms. Marvel, Spider-Man has great potential but needs more time to find himself. Though if I knew Stretchy was having this much trouble, I would have pulled Carol aside and asked if she was completely sure she felt Kamala was ready to be on the team when she came to us with the recommendation!” Tony commented, having one of his more serious moments.

The Hulk just grunted at all this and said, “The midget has earned her spot lots of times over. I fail to see the issue besides needing some space from time to time. No need to treat her like she is made of glass.”

The other Avengers wanted to facepalm at this comment. Kamala was hiding her issues all due to her thinking they would think less of her. It was not healthy for her to keep her feelings and concerns bottled up like this!

-

Back with the two super teens, Peter’s digit spider-sense warned him of an incoming attack and soon, the pair were dodging laser blasts from several Spider Bots.

“I know you guys said he used robots, but this is so cheating! For nearly two years, I relied mainly on myself, the other Spider-Man or a sudden team-up. Octavius has only been doing this at most for two weeks and BUILT his own backup!” Iron Spider mildly ranted in annoyance while grabbing one of the bots with a web line and whipped it into two others.

“It's called being prepared ‘Iron Spider’ you should try it. It’s one of the many things that make me the superior version of Spider-Man!” Octavius declared as he swung onto the scene, firing an electric web shot at Ms. Marvel as she took out three other Spider Bots with a whip arm strike.

The polymorph had no means of defending herself as the volts coursed through her body and she screamed in pain. The three remaining Spider Bots moved in to attack her, but Iron Spider dove in to smash them with his bare hands.

Iron Spider was furious at Otto attacking Ms. Marvel like that. This battle should be between the two spiders, but the first target Otto chose was his friend. Iron Spider would make the body snatcher pay!

“I see you have fallen back into your old habits Octavius, attacking one of the good guys just because they got in your way! Worse, you also seemed to have made that red and black eyesore even more hideous by bringing back those robotic arms!” Iron Spider yelled in a fury, activating the three yellow spider legs for extra mobility and ready to counter the four octopus arms.

The ‘Superior’ Spider-Man scoffed at this as he eyes the new addition to his enemy’s arsenal and said, “Yet you seem to be enjoying similar devices, though you seem to be lacking one to match the spider theme!”

Iron Spider did not even bother responding as he lunged forward at Spider-Man, his three legs helping him move about swiftly while he fired web shots. Iron Spider wanted to keep his weapons a secret until he was sure Otto had used any of his own surprises.

“What, no quips, Iron Spider? Good because your humor was sorely lacking when in this body!” Otto called out before preparing a web bomb and throwing it at his foe. The burst of webbing easily avoided thanks to Iron Spider’s digital spider-sense and the three legs' agility.

-

Ms. Marvel, meanwhile, was finally recovering from the electric webbing and was about to join in when the concealed ear communicator went off and the voice of Captain America said, _“Hold back, for now, Ms. Marvel. Iron Spider sent us a message wanting to probe Octavius’ additions. He’s clearly has been preparing for this battle if he resorted to using his robotic arm harness and at least two new web shooter options.”_

Ms. Marvel was about to confirm the instructions when she realized something. She had forgotten the other Avengers were monitoring her and Peter through the Iron Spider’s systems. This meant they heard what she said to Peter!

Ms. Marvel’s fears were confirmed when Captain America's voice spoke again, _‘At ease, soldier, we can talk about it after all of this is resolved.’_

It was official. Ms. Marvel knew she was screwed.

-

Back with the fight between Iron Spider and the Superior Spider-Man, the two spiders were in a deadlock. Iron Spider was still a novice to using his robotic limbs, so he was limited to using them to avoid Spider-Man’s. However, the more experienced user of such devices had trouble keeping up due to the three yellow legs being optimized for speed and agility. Otto’s octopus-style arms had been focused on utility and direct combat.

‘Let’s see if this slows Parker down!’ Otto thought as he fired off a suspension matrix, the blue energy field forced Iron Spider into the air and allowed Otto to switch a trip mine in hopes of trapping his foe. What the Superior Spider-Man did not expect was for the thrusters in Iron Spider’s feet to push him out of the field just in time to avoid the web mine from snagging him.

As Otto growled in annoyance at this development was breathing a digital sigh of relief and glad he forced Otto to reveal two more tricks.

‘Alight, got him to show at least some of his hand, maybe it’s time I showed one of mine,” Iron Spider thought and the missile compartments on both wrists opened up. Soon several of the explosive projectiles sailed towards Otto, who now was forced to start jumping about while firing web shots at each missile in hopes of throwing them off course.

Otto’s efforts managed to stop all but one, which exploded at his feet and knocked him to the edge of the roof, while Iron Spider called out, “It's over ‘Spider-Man’ just let me have my body back and we can get you back to your own with time to spare!”

“You had your chance, now is my time!” Otto declared, firing an impact webbing blob at Iron Spider, who was forced to show his final trick as well by using his repulser at the mass of webbing. This causes the white mass to explode and scatter bits of the sticky substance everywhere.

This stalemate made the two stare each other down, only being stopped by a shadow appearing overhead and the pair looked up to see the quinjet, the back ramp lower so the remaining Avengers could leap down to join the battle.

“You know, for a man who thinks he is so smart, you really walked into this one, Octavius. I suggest you do as the kid asked, or it will be my turn ride you like a surfboard!” Iron Man stated while the other Avengers spread out of cut off as many escape paths as possible.

Otto seeing his odds dropping a second time knew retreat was probably the best option. The issue was, how?

‘Clearly, I have let my desire to be rid of Parker get the best of me and played my hand too quickly. But how do I remedy this miscalculation?’ Otto thought as he tried to find a clear enough route to getaway.

What caught all parties off guard was when a black portal similar to the Spot opened up beneath Otto, who was helpless to keep himself from falling in, while both Iron Spider and Ms. Marvel both tried to grab him, the former with a web line and the latter by stretching out her arms.

Sadly these efforts were in vain and their target vanished into the hole too quickly, the portal closing before anyone could even try to follow.

“You…got to be kidding me…how many tricks does he have? I feel like I survived by pure dumb luck when in that body, but Otto builds a whole new arsenal in a single day plus finds a way to teleport? I’m starting to think he is the better spider!” Iron Spider stated in annoyance, while Ms. Marvel glared at where the hole had been.

“Stow that talk soldier, you achieved your objective and held your own while doing it. Now we know at least some of his new tricks…though that black portal worries me. That seemed more like a third-party, given how Octavius’ body language implied he was surprised. We better head back to the tower make a new plan. And go over other things as well,” Captain America instructed, making the two teens go tense. They knew that last comment was about what Ms. Marvel had said earlier. This was going to be a long debriefing.

-

The Superior Spider-Man appeared in an all too familiar place, the Cellar. He was outside the cells, in the large central room they surrounded, but it was still a place he had no desire to be here ever again. In front of him was a large black and white armored man with a glow red face and chest plate, who towered over the body snatcher.

“Welcome to the Cellar ‘Spider-Man’ or should I say, welcome back Otto Octavius. I am Regent and I have a proposition for you. One that will benefit us both.”


End file.
